Chapter 1729: OHIO COOPERATIVE LAW

(A) "Agricultural cooperative" means a cooperative to
which all of the following apply:

(1) The
cooperative engages in any activity in connection with the propagation,
raising, producing, harvesting, storing, drying, handling, processing, or
marketing of agricultural products; procuring equipment and supplies or
providing services for producers and others; bargaining; and any activity
related to the foregoing.

(2)
Producers or agricultural cooperatives exercise more than fifty per cent of the
voting control of the cooperative.

(3) The
cooperative does at least fifty per cent of its business with producers or
agricultural cooperatives.

(B)
"Agricultural products" includes aquacultural, horticultural, viticultural,
forestry, dairy, livestock, poultry, bee, and farm products, and the produce or
byproducts of any of such products. "Agricultural
products" also includes algacultural products as defined in section
901.511 of the Revised
Code.

(D) "Bargaining" means the mutual obligation of a
handler and a marketing cooperative to meet at reasonable times and confer and
negotiate in good faith. Negotiations may include all terms relative to trading
between handlers and producers. The obligation does not require either party to
agree upon price, terms of sale, or any other marketing agreement, or to make a
concession.

(G) "Entity," except as otherwise provided, means a
foreign association, a foreign or domestic corporation other than a
cooperative, or a foreign or domestic limited liability company.

(H)
"Foreign association" means a corporation organized under the cooperative laws
of another state or the District of Columbia or a foreign corporation organized
under corporation laws of another state, the District of Columbia, or the
United States that operates on a cooperative basis.

(I)
"Handler" means a person who acquires agricultural products under a sales
contract for the purpose of processing or reselling agricultural
products.

(J) "Marketing agreement" means an agreement,
contract, or other arrangement between a cooperative and a member in which the
member agrees to market all or a part of the products or produce produced by
the member, or agrees to purchase all or a part of the member's requirements
for inputs, services, or supplies.

(K)
"Marketing cooperative" means any agricultural cooperative meeting the
requirements of the "Co-operative Marketing Associations Act," 42 Stat. 388
(1922), 7 U.S.C.A.
291, that negotiates sales contracts with
handlers on behalf of its members and is not in direct competition with any
handler with which it negotiates such contracts.

(L)
"Member" means a person who has been qualified and accepted into membership in
a cooperative.

(M) "Membership stock" means any class of stock or
other equity interest in a cooperative, continuous ownership of which is
required for membership in the cooperative.

(N)
"Patron" means a person with which a cooperative has made an enforceable
agreement to allocate and distribute a per unit retain, patronage dividend, or
patronage refund with respect to business conducted by the cooperative with or
for the person.

(O) "Patronage stock" means any stock or other equity
interest in a cooperative that was originally issued by the cooperative with
respect to patronage transactions.

(P)
"Person" includes a natural person, partnership, corporation, cooperative, or
other entity.

(R)
"Producer" means a person engaged in the production of agricultural products
for the market, including a lessor of real or personal property used for
production of agricultural products for the market that receives as rent part
of the agricultural product.

(S)
"Sales contract" means a marketing agreement or other similar arrangement
between a handler and a producer, negotiated by the producer or by an
agricultural cooperative acting as agent for a producer, under which the
producer agrees to grow or produce agricultural products for sale to the
handler.

(A) An
association may be organized under this chapter for any lawful purpose
permitted to corporations by the laws of this state, except any such purpose
that is inconsistent with the provisions of this chapter or other chapters of
Title XVII of the Revised Code. This section does not authorize any
professional services otherwise prohibited by law.

(B) Associations shall be corporations that are deemed
nonprofit because they are not organized for the purpose of making a profit for
themselves as such, or for the purpose of making a profit for their members as
such, but for their members as patrons. This chapter and not Chapter 1702. of
the Revised Code shall govern associations.

(C) A municipal power agency, as "municipal power
agency" is defined in section
3734.058 of the Revised Code, is
not an association for the purposes of this chapter.

Each association incorporated under this chapter shall have the
following powers:

(A) It may make
contracts, incur liabilities, and borrow money; issue capital stock and other
equity interests and issue certificates therefor; acquire property; and dispose
of, mortgage, pledge, lease, or otherwise use in any manner, any of its
property, or any interest in its property, wherever situated.

(B) It may invest its funds, lend money for
its purposes, and hold any property as security for repayment.

(C) It may act as the agent or
representative of any members or other patrons in any activities authorized by
this chapter.

(D) It may conduct
its business and affairs, have offices, and exercise its power in the United
States or in any foreign country.

(F) It may buy, hold, and
exercise all privileges of ownership over such real or personal property as is
necessary, convenient, or incidental to the conduct of any authorized business
of the association.

(G) It may
establish, secure, own, and develop patents, trademarks, copyrights, service
marks, and other intellectual property.

(H) Notwithstanding Chapter 169. of the Revised Code,
it may effectuate the forfeiture of any unclaimed stock or other equity
interests, dividends, and patronage allocations, for which the owner cannot be
found after a period of three years. Notice of the existence of unclaimed stock
or other equity interests and a request for written acknowledgment from the
owner to the association shall be evidence of a bona fide attempt to deliver
the unclaimed stock or other equity interests to the owner. If the notice is
not acknowledged within thirty days after the notice is sent or within the
period specified in the notice, if longer, all such unclaimed stock or other
equity interests specified in the notice are forfeited and become the property
of the association.

(I) It may
make donations for charitable, scientific, educational, community development,
or religious purposes, and may use all or part of the funds forfeited to the
association under division (H) for these purposes.

(J) It may do everything necessary, suitable, or
proper for the accomplishment of any of the purposes enumerated in this
section. In addition it may exercise and possess all powers, rights, and
privileges necessary or incidental to the purposes for which the association is
organized or to the activities in which it is engaged, and any other powers,
rights, and privileges granted to corporations by the laws of this state,
except as are inconsistent with the express provisions of this chapter.

(1) Subject to divisions (A)(2) and (3) of this
section, an association may indemnify or agree to indemnify any person that was
or is a party, or is threatened to be made a party, to any threatened, pending,
or completed civil, criminal, administrative, or investigative action, suit, or
proceeding, other than an action or suit by or in the right of the association,
because the person is or was a director, officer, employee, agent, or volunteer
of the association or is or was serving at the request of the association as a
trustee, director, officer, employee, member, manager, agent, or volunteer of
another association, entity, partnership, joint venture, trust, or other
enterprise. The indemnification described in division (A)(1) of this section
shall be for expenses, including attorney's fees, judgments, fines, and amounts
paid in settlement actually and reasonably incurred by the person in connection
with the action, suit, or proceeding described in division (A)(1) of this
section.

(2) With respect to any
noncriminal action or proceeding, the indemnification described in division
(A)(1) of this section shall be made if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the association as described in division (D) of section
1729.23 of the Revised Code.

(3) With respect to any criminal
action or proceeding, the indemnification described in division (A)(1) of this
section shall be made if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
association as described in division (D) of section
1729.23 of the Revised Code, and
the person had no reasonable cause to believe the conduct was unlawful.

(4) For purposes of divisions
(A)(2) and (3) of this section, the termination of any action, suit, or
proceeding by judgment, order, settlement, or conviction or a plea of nolo
contendere or its equivalent does not create, of itself, a presumption that the
person did not act in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the association or that the
person had reasonable cause to believe that the conduct was unlawful.

(1) Subject to division (B)(2) of this section and
provided the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the association, an
association may indemnify or agree to indemnify any person that was or is a
party, or is threatened to be made a party, to any threatened, pending, or
completed action or suit by or in the right of the association to procure a
judgment in its favor, because the person is or was a director, officer,
employee, agent, or volunteer of the association or is or was serving at the
request of the association as a trustee, director, officer, employee, member,
manager, agent, or volunteer of another association, entity, partnership, joint
venture, trust, or other enterprise. The indemnification described in division
(B)(1) of this section shall be for expenses, including attorney's fees,
actually and reasonably incurred by the person in connection with the defense
or settlement of an action or suit described in division (B)(1) of this
section.

(2) If a person is
adjudged to be liable for negligence or misconduct in the performance of a duty
to the association, the indemnification described in division (B)(1) of this
section shall be made for any claim, issue, or matter only to the extent that
the court of common pleas or the court in which the action or suit was brought
determines, upon application, that despite the adjudication of liability and in
view of all the circumstances of the case, the person fairly and reasonably is
entitled to indemnity for expenses that the court of common pleas or court in
which the action or suit was brought considers proper.

(C) Notwithstanding division (A) or (B) of
this section, to the extent that a person has been successful on the merits or
otherwise in defense of any action, suit, or proceeding described in division
(A) or (B) of this section, the person shall be indemnified against expenses,
including attorney's fees, actually and reasonably incurred in connection with
that action, suit, or proceeding.

(D) Unless ordered by a court or division (C) of this
section applies, the association shall make any indemnification under division
(A) or (B) of this section only as authorized in the specific case, upon a
determination that indemnification of the person is proper in the circumstances
because the person has met the applicable standard of conduct set forth in
division (A) or (B) of this section. This determination shall be made in any of
the following manners:

(1) By a majority vote
of a quorum consisting of directors of the indemnifying association that were
not and are not parties to or threatened with the action, suit, or proceeding
described in division (A) or (B) of this section;

(2) Whether or not a quorum as described in
division (D)(1) of this section is obtainable, and if a majority of a quorum of
disinterested directors so directs, in a written opinion by independent legal
counsel other than an attorney or a firm of attorneys associated with that
attorney, that within the past five years has been retained by or has performed
services for the association or has performed services for any person to be
indemnified;

(1) The association shall pay the expenses, including
attorney's fees, incurred by the person in defending the action, suit, or
proceeding described in division (A) or (B) of this section, unless either of
the following applies:

(a) At the time of a
person's act or omission that is the subject of an action, suit, or proceeding
described in division (A) or (B) of this section, the articles or bylaws of the
association state, by specific reference to divisions (A) and (B) of this
section, that division (A) and (B) of this section do not apply to the
association.

(b) The only liability
asserted against a person in an action, suit, or proceeding described in
division (A) or (B) of this section is pursuant to section
1729.25 of the Revised Code.

(2) Upon receipt of a
request from a person, the association may pay expenses, including attorney's
fees, incurred by a person in defending any action, suit, or proceeding
described in division (A) or (B) of this section as the expenses are incurred
in advance of the final disposition of the action, suit, or proceeding, if the
board authorizes this payment in the specific case and upon receipt of an
undertaking by or on behalf of the person to repay the amount if it ultimately
is determined that the person is not entitled to be indemnified by the
association.

(F) Both
of the following apply to the indemnification authorized by this section:

(1) It is not exclusive of and is in addition
to any other rights granted to a person seeking indemnification pursuant to the
articles or bylaws of the association, any agreement, a vote of members or
disinterested directors of the association, or otherwise, for action taken in
the person's official capacity and action taken in another capacity while
holding their office or position.

(2) It continues as to a person that has
ceased to be a director, officer, employee, member, manager, agent, or
volunteer and inures to the benefit of the heirs, executors, and administrators
of that person.

(G) As
used in this section, "association" includes all constituent associations and
entities in a consolidation or merger and the new or surviving association or
entity. Any person that is or was a director, officer, employee, agent, or
volunteer of a constituent association or is or was serving at the request of a
constituent association as a trustee, director, officer, employee, member,
manager, agent, or volunteer of another association, entity, partnership, joint
venture, trust, or other enterprise stands in the same position under this
section with respect to the new or surviving association or entity as the
person would if the person had served the new or surviving association or
entity in the same capacity.

(1) An association may purchase and maintain
insurance or furnish similar protection, including, but not limited to, trust
funds, letters of credit, or self-insurance, for or on behalf of any person
that is or was a director, officer, employee, agent, or volunteer of the
association or is or was serving at the request of the association as a
trustee, director, officer, employee, member, manager, agent, or volunteer of
another association, entity, partnership, joint venture, trust, or other
enterprise. The insurance or similar protection described in division (H)(1) of
this section shall be against any liability asserted against the person and
incurred by the person in any such capacity, whether or not the association
would have the power to indemnify the person against that liability under this
section.

(2) Insurance described
in division (H)(1) of this section may be purchased from or maintained with a
person in which the association has a financial interest.

(A) The name
of any association organized under this chapter shall include the word or
abbreviation "cooperative," "coop," "co-operative," "co-op," "association,"
"assn.," "company," "co.," "incorporated," "inc.," "corporation," or "corp."

(B) No corporation or other
person organized or applying to do business in this state shall use the word or
abbreviation "cooperative," "coop," "co-operative," or "co-op" as a part of its
corporate or other business name or title, unless at least one of the following
applies:

(b) A domestic or foreign corporation
, nonprofit
corporation, limited liability company, partnership, limited partnership,
limited liability partnership, limited partnership association, professional
association, business trust, or unincorporated nonprofit association that
has a business address in this state. If the agent is
an entity other than a domestic corporation, the agent shall meet the
requirements of Title XVII of the Revised Code for an entity of the agent's
type to transact business or exercise privileges in this
state.

(2) Whenever appointment or designation of a statutory
agent is required by this chapter, the appointment or designation shall be on a
form prescribed by the secretary of state for the administration of this
chapter and shall conform with section 1702.06 of the Revised Code.

(2) The association's purposes, as
permitted by this chapter. It is sufficient to state in the articles that the
association may engage in any activity within the purposes for which
associations may be organized under this chapter.

(3) The county and municipal corporation or
township where the association's principal place of business will be located
which need not be within this state;

(5) The number of
its directors or a statement that the number of directors shall be as specified
in the bylaws;

(6) The names and
addresses of those who are to serve as directors until the first meeting of
members or until the election and qualification of their successors;

(7) Whether the association is organized with
or without capital stock.

(a) If the
association is organized without capital stock, the articles shall set forth
the general rules by which the property rights and interests of each member are
to be determined.

(b) If the
association is organized with capital stock, the total amount of the stock, the
number and par value of the shares, and dividend rights, if any. If there is
more than one class of stock, the articles shall set forth a statement of the
number of shares in each class and a statement of the designations,
preferences, rights, and limitations of the shares in each class.

(B) The
articles may include additional provisions, consistent with law, including
provisions that are required or permitted to be set forth in the bylaws.

(C) The articles shall be signed
by the incorporators and filed with the secretary of state in accordance with
section 1729.12 of the Revised Code. The
articles shall be accompanied by the appointment of a statutory agent in
accordance with division (B) of section
1729.06 of the Revised Code. The
legal existence of an association begins upon the filing of the articles and,
unless the articles provide otherwise, its period of existence is perpetual.

(A) The
articles of incorporation of an association may be altered or amended at any
regular meeting of the association or at any special meeting called for that
purpose, provided that the text of the proposed change, or a general
description of the change, is contained in the notice of the meeting. An
amendment shall first be approved by two thirds of the directors and shall then
be adopted by an affirmative vote of sixty per cent of the member votes cast on
the amendment or, if the articles provide or permit, by the affirmative vote of
a greater majority or by the affirmative vote of a simple majority of all
member votes eligible to be cast on the amendment.

(B) Amendments to the articles of incorporation, when
so adopted, shall be filed in accordance with section
1729.12 of the Revised Code.

(C) The board of an association
may adopt a restatement of the articles without a member vote if the
restatement merely incorporates amendments previously approved by the board and
adopted by the members. An association may, by action taken in the manner
required for an amendment, adopt restated articles that contain amendments made
at the time of the restatement. Restated articles shall state that they are
restated, or restated and amended, if amendments are adopted with the
restatement, and shall supersede the existing articles and amendments. Restated
articles shall meet the requirements of section
1729.07 of the Revised Code,
except that the names and addresses of the incorporators and initial directors
may be omitted. A restatement of the articles shall be filed in the manner
prescribed for an amendment of the articles.

(D) Except as provided in the articles of
incorporation, the board may adopt an amendment to the articles of
incorporation without a member vote in any of the following cases:

(2) To
designate and determine the rights and restrictions of a series within a class
of capital stock, if permitted by the articles;

(3) To reduce the authorized number of shares
of any class or series of capital stock to any number down to and including the
number of the shares issued and outstanding, and to assign the authorization
for the number of shares so reduced to another class or classes of capital
stock previously authorized;

(4)
After a merger, consolidation, conversion, division, or occurrence of any other
contingent event referred to in the articles of incorporation, to eliminate
from the articles any statement or provision pertaining exclusively to the
merger, consolidation, conversion, division, or occurrence, and to make other
changes required by such elimination, but only after the deleted item has been
superseded in accordance with the articles of incorporation or otherwise is no
longer in effect.

(1) Unless the board provides that division (A)(3) of
this section applies to an amendment to the articles of incorporation, a holder
of stock other than membership stock or patronage stock who is affected by a
proposed amendment to the articles shall be entitled to cast one vote on the
amendment regardless of the par or stated value of the stock, the number of
shares, or the number of affected classes of stock held.

(2) A member holding stock affected by a proposed
amendment may vote only as a member and shall not be entitled to vote or demand
fair cash value as an affected stockholder.

(3) The board may provide that a stockholder otherwise
entitled to vote under division (A)(1) of this section shall instead be
entitled to payment of fair cash value of the affected stock held by such
stockholder in accordance with section
1729.46 of the Revised Code.

(B) For purposes of
this section, a holder of stock is affected as to any class of stock owned by
the holder only if an amendment would expressly do any of the following:

(1) Decrease the dividends to which that
class may be entitled or change the method by which the dividend rate on that
class is fixed;

(3) Give to another existing or any new class
of stock or equity interest not previously entitled thereto any preference, as
to dividends or upon dissolution, that is higher than preferences of that
class;

(4) Change the par value of
shares of that class or of any other class having the same or higher
preferences as to dividends or upon dissolution;

(5) Increase the number of authorized shares
of any class having a higher preference as to dividends or upon dissolution;

(6) Require or permit an exchange
of shares of any class with lower preferences as to dividends or upon
dissolution for shares of any other class with higher preferences.

(C) If any proposed
amendment will alter or change the powers, preferences, or special rights of
one or more series of any class so as to affect them adversely, but shall not
so affect the entire class, then only the shares of the series so affected by
the amendment shall be considered a separate class for the purposes of division
(B) of this section.

(D) If
stockholders are entitled to vote on an amendment, the amendment is adopted
only if all of the following conditions are met:

(1) Notice of the meeting, an exact copy of
the proposed amendment, and a ballot on the amendment have been sent to each
affected stockholder;

(2) Approval
by the members under section
1729.08 of the Revised Code;

(3) Approval by a simple majority
of the affected stockholders present and voting at a meeting of the
stockholders.

(E) This
section does not apply to stock issued prior to the effective date of this
section, unless the association adopts an amendment to its articles of
incorporation making the stock subject to this section. As to such stock, an
amendment shall first be approved by two-thirds of the directors and shall then
be adopted by a vote representing a majority of all the members of the
association.

(A) A copy of
the association's articles of incorporation or amended articles filed in the
office of the secretary of state, and certified by the secretary of state, is
conclusive evidence, except as against the state, that the association has been
incorporated under the laws of this state; and a copy certified by the
secretary of state of any certificate of amendment or other certificate is
prima-facie evidence of such amendment or of the facts stated in the
certificate, and of the observance and performance of all antecedent conditions
necessary to the action that the certificate purports to evidence.

(B) A copy of amended articles filed in the
office of the secretary of state, and certified by the secretary of state,
shall be accepted in this state and other jurisdictions in lieu of the original
articles, amendments to the articles, and prior amended articles.

(C) The original or a copy of the record of
minutes of the proceedings of the incorporators of an association, or of the
proceedings or meetings of the members or any class of stockholders, or of the
directors, or of any committee thereof, including any written consent, waiver,
release, or agreement entered in such record or minutes, or the original or a
copy of a statement that no specified proceeding was had or that no specified
consent, waiver, release, or agreement exists, shall, when certified to be true
by the secretary or an assistant secretary of an association, be received in
the courts as prima-facie evidence of the facts stated therein. Every meeting
referred to in the certified original or copy is considered duly called and
held, and all motions and resolutions adopted and proceedings had at the
meeting are considered duly adopted and had, and all elections of directors and
all elections or appointments of officers chosen at the meeting are considered
valid, until the contrary is proved; and whenever a person who is not a member,
patron, or stockholder of an association has acted in good faith in reliance
upon any such certified original or copy, it is conclusive in that person's
favor.

(A) An
association whose articles of incorporation have been canceled or an
association that has been dissolved in a manner other than for a voluntary
dissolution as provided in section
1729.55 of the Revised Code, or a
judicial dissolution as provided in section
1729.61 of the Revised Code, may
be reinstated by filing, on a form prescribed by the secretary of state for the
administration of this chapter, an application for reinstatement and the
required appointment of a statutory agent, and by paying a filing fee of ten
dollars.

(B) Upon reinstatement
of an association's articles of incorporation, the rights, privileges, and
franchises, including all real or personal property rights and credits and all
contract and other rights, of the association existing at the time that its
articles were canceled or the dissolution became effective shall continue in
effect as if the articles had not been canceled or the dissolution had not
occurred; and the association shall again be entitled to exercise the rights,
privileges, and franchises authorized by its articles.

(A) For
filing articles of incorporation or a certificate of amendment of articles or a
certificate of merger, consolidation, division, or dissolution, and with
respect to the issuance of shares of stock, an association organized under this
chapter shall pay to the secretary of state the fees imposed by section
111.16 of the Revised Code. In the
case of a certificate of division, the filing fee shall be the same as for a
certificate of merger or consolidation.

(B) When the articles of incorporation, or a
certificate of amendment of articles, or a certificate of merger,
consolidation, conversion, division, or dissolution is filed with the secretary
of state, the secretary of state shall, if the articles or certificate complies
with this chapter, endorse approval thereon, the date of filing, a file number,
and make a legible copy thereof by any authorized method. The original or a
copy of the articles or certificate, certified by the secretary of state, shall
be returned to the person filing the articles or certificate.

(C) All persons shall have the opportunity
to acquire a copy of the articles and other certificates filed and recorded in
the office of the secretary of state, but no person dealing with the
association shall be charged with constructive notice of the contents of any
such articles or certificates by reason of the filing or recording.

(A) An
association may pay dividends annually on its capital stock. All its other net
income from business with or for members and other eligible patrons, less
reserves which shall be provided for in the bylaws or other written agreements,
shall be distributed to its members and other eligible patrons on the basis of
patronage as provided in the bylaws or other written agreements. Any receipts
or dividends from subsidiary corporations, or from stock or other securities
owned by the association, may be included in the ordinary receipts of the
association, and may be distributed accordingly.

(B) An association, at any time, may purchase its own
common stock at par or book value as determined by the board.

(C) An association shall have a continued
perfected security interest in its membership stock and patronage stock to
secure payment of any indebtedness or other obligation of the holder or owner
to the association. Notwithstanding Chapters 1308. and 1309. of the Revised
Code, the security interest shall have priority over all other perfected
security interests. Unless otherwise provided in the association's articles of
incorporation or bylaws, or by contract, a member or other patron has no right
to compel an association to offset its membership stock or patronage stock
against any indebtedness or obligation owed to the association.

Each association shall adopt for its governance and management,
bylaws that are consistent with the powers granted by this chapter and the
articles of incorporation of the association. The bylaws may provide for any of
the following:

(A) The time, place,
and manner of calling and conducting the association's meetings;

(B) The number of members constituting a
quorum. If voting by any method other than personal appearance is used, members
represented by a ballot or by proxy may be counted in computing a quorum only
on those matters for which the ballots or proxies were submitted.

(C) The right of members to vote by proxy or
by ballot delivered in person, by mail, by electronic or telephonic
transmittal, or any combination of these, and the conditions, manner, form, and
effect of such votes;

(D) Subject
to the provisions of section
1729.17 of the Revised Code, a
method of voting by members or delegates, and any limitations on voting rights
of any group or class of members or delegates;

(H) The amounts of
entrance, organization, and membership fees, if any; the manner of collecting
them; and the purposes for which they may be used;

(I) Any amount that each member is required to pay
annually or from time to time to carry on the business of the association; any
charge to be paid by each member for services rendered by the association, and
the time of payment and the manner of collection of such charge; and any
marketing contract between the association and its members that every member
may be required to sign;

(J) The
number and qualifications of members of the association and the conditions of
membership or for ownership of membership stock in the association;

(K) The time and manner of permitting
members to withdraw or the holders of membership stock to transfer their stock;
and the manner of assignment and transfer of membership stock;

(L) The conditions upon which, and the time
when, the membership of any member ceases; and the suspension of the rights of
a member who ceases to be eligible for membership in the association;

(A) The
initial bylaws may be adopted by the association's directors who are to serve
until the first member meeting. After the initial bylaws are adopted, bylaws
may be adopted and amended only by the members unless the articles or bylaws
provide that the board, by a two-thirds vote of the entire board, may adopt or
amend the bylaws or any specified bylaw.

(B) Any bylaw adopted or amended by the board shall be
reported at the next member meeting. Any bylaw adopted or amended by the board
shall not conflict with the association's articles of incorporation or with
this chapter of the Revised Code. Any such bylaw is subject to amendment or
repeal by the members at any time.

(C) Unless the bylaws provide otherwise, any bylaw may
be adopted, amended, or repealed by a majority of the member votes cast on the
adoption, amendment, or repeal.

(3) Voting by
delegates or certain members on matters that are to be submitted to a member
vote.

(4) Voting by any combination
of the methods set forth in division (A)(1), (2), or (3) of this section or any
other method of voting set forth in the bylaws, provided the association is
controlled by the members.

(B) If the articles or bylaws provide that only
delegates or certain members are entitled to vote on matters to be submitted to
a member vote, "member" or "members," as used in this chapter with respect to
the right of a member to vote, voting procedure, the required proportion of
member votes, actions that are required or permitted to be taken by members,
and the number of members required for a quorum, means the delegates or other
members entitled to vote. Where voting is based on the amount of business done,
provisions of this chapter requiring a vote of the members are met if the
required membership vote is satisfied based on the voting power of the members.

(A) An
association shall have two or more members. However, an association may have
one member if that member is a cooperative that has two or more members.

(B) Each association shall hold
an annual meeting of its members. The board may call a special meeting of the
members at any time. Any meeting of the members may be held at one time or in a
series of meetings at one or more locations.

(C) Twenty per cent of the members entitled to vote
may file with the board a petition stating the specific business to be brought
before the association and demanding a special meeting at any time for
consideration of such business. Upon compliance with this division, the meeting
shall be called by the board.

(D)
Notice of every meeting, together with a statement of the purpose of the
meeting, shall be sent to each member who is entitled to vote at the meeting
and any affected stockholder at the member's or stockholder's current address,
as shown in the records of the association, at least ten days prior to the
meeting, in accordance with section
1729.20 of the Revised Code. The
bylaws may provide that the notice be given by publication in a newspaper or
newspapers of general circulation in the trade area of the association if
notice to individual members and affected shareholders is impracticable.

(A) Unless
prohibited in an association's articles of incorporation or bylaws, any action
that may be authorized or taken at a meeting of the members, affected
stockholders, the board, or any committee of the board, may be authorized or
taken without a meeting, with the affirmative vote or approval of the
following:

(1) In the case of members or
affected stockholders, sixty per cent of the votes of the members or affected
stockholders who would be entitled to vote on the action at a meeting for such
purpose;

(2) In the case of the
board of directors or a committee of the board, all of the directors on the
board or all of the committee members on the committee in a writing or writings
signed by each of the directors or committee members.

(B) A record of action described in division
(A) of this section without a meeting shall be included in the records of the
association in the same manner as minutes of meetings of the association's
members, affected stockholders, board, or committee of the board.

(C) Any certificate with respect to the
authorization or taking of any action without a meeting that is required to be
filed in the office of the secretary of state shall state that the
authorization or taking of such action was approved and signed as provided in
this section.

(A) Whenever
notice is required by this chapter to be given to any person, the notice may be
given personally, by mail, or by electronic or telephonic transmittal. If
mailed, the notice is given when it is deposited in the United States mail,
with postage prepaid, addressed to the person at the person's address as it
appears on the records of the association. If notice is sent by electronic or
telephonic transmittal, notice is given when an electronic or telephonic
confirmation of delivery is received by the association.

(B) A signed waiver is equivalent to personal notice
to the person signing. The waiver may be signed at any time.

(A) Except
where this chapter or an association's articles of incorporation or bylaws
require that action be otherwise authorized or taken, all of the authority of
an association shall be exercised by or under the direction of the board. The
board shall consist of not less than five directors, elected by and from the
members, unless the number of members is less than five, in which case, the
number of directors may equal the number of members.

(B) The bylaws may provide that the membership of an
association be divided into districts or other groupings and that the directors
shall be elected according to such districts or groupings. In that case, the
bylaws shall specify the number of directors to be elected and the manner of
reapportioning or redistricting the membership.

(C) The bylaws may provide that one or more directors
may be appointed by the other directors. The appointed directors need not be
members of the association, but shall have the same powers, rights, and
responsibilities as other directors. The appointed directors shall not number
more than one-fifth of the entire number of directors.

(D) The bylaws may provide for an executive committee
and may allot to the executive committee any of the functions and powers of the
board, subject to the general direction and control of the board.

(E) The association may provide a fair
remuneration for the time actually spent by its officers and directors in its
service, and for the services of the members of its executive committee.

(F) Unless the bylaws provide
otherwise, when a vacancy on the board occurs other than by expiration of term,
the remaining directors on the board, by a majority vote, shall elect a
director to fill the vacancy. If the bylaws provide for an election of
directors by the members in a district or other grouping, the board may call a
special meeting of the members in that district or group to fill the vacancy.

(A) A
director shall perform the duties of a director, including duties as a member
of any committee of the directors upon which the director serves, in good
faith, in a manner the director reasonably believes to be in or not opposed to
the best interests of the association, and with the care that an ordinarily
prudent person in a like position would use under similar circumstances. In
performing these duties, a director is entitled to rely on information,
opinions, reports, or statements, including financial statements and other
financial data, that are prepared or presented by any of the following:

(1) One or more directors, officers, or
employees of the association whom the director reasonably believes are reliable
and competent in the matters prepared or presented;

(2) Counsel, public accountants, or other
persons as to matters that the director reasonably believes are within the
person's professional or expert competence;

(3) A committee of the directors upon which
the director does not serve, established in accordance with the association's
articles of incorporation or bylaws, as to matters within its designated
authority, provided the director reasonably believes the committee merits
confidence.

(1)
A director shall not be found to have failed to perform the duties in
accordance with division (A) of this section, unless it is proved, by clear and
convincing evidence, in an action brought against the director that the
director has not acted in good faith, in a manner reasonably believed to be in
or not opposed to the best interests of the association, or with the care that
an ordinarily prudent person in a like position would use under similar
circumstances. Such an action includes, but is not limited to, an action that
involves or affects any of the following:

(b) A termination or potential termination of
the director's service to the association as a director;

(c) Service in any other position or
relationship with the association.

(2) A director shall not be considered to be
acting in good faith if the director has knowledge concerning the matter in
question that would cause reliance on information, opinions, reports, or
statements that are prepared or presented by the persons described in divisions
(A)(1) to (3) of this section to be unwarranted.

(3) Division (B) of this section does not
limit relief available under section
1729.24 of the Revised Code.

(1) Subject to divisions (C)(2) and (3) of this
section, a director is liable in damages for any act that the director takes or
fails to take as director only if it is proved, by clear and convincing
evidence, in an action brought against the director that the act or omission of
the director was undertaken with a deliberate intent to cause injury to the
association or was undertaken with a reckless disregard for the best interests
of the association.

(2) Division
(C)(1) of this section does not affect the liability of a director under
section 1729.25 of the Revised Code.

(3) Subject to division (C)(2) of
this section, division (C)(1) of this section does not apply if, and only to
the extent that, at the time of an act or omission of the director, the
association's articles of incorporation or bylaws state, by specific reference
to division (C)(1) of this section, that its provisions do not apply to the
association.

(D) For
purposes of this section and section
1729.031 of the Revised Code, in
determining what is reasonably believed to be in or not opposed to the best
interests of the association, a director shall consider the purposes of the
association and may consider any of the following:

(1) The interests of the employees,
suppliers, creditors, and customers of the association;

(4) The long-term
and short-term best interests of the association, including, but not limited
to, the possibility that those interests may be best served by the continued
independence of the association;

(A) Unless
otherwise provided in an association's articles of incorporation or bylaws:

(1) No contract or transaction between an
association and one or more of its directors or officers, or between the
association and any other person in which one or more of the association's
directors or officers, are directors or officers, or have a financial or
personal interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee that authorizes the contract or transaction, or solely
because the director's or officer's votes are counted for such purpose, if any
of the following applies:

(a) The material
facts as to the relationship or interest and as to the contract or transaction
are disclosed or are known to the board or the committee, and the board or
committee, in good faith authorizes the contract or transaction by the
affirmative vote of a majority of the disinterested directors, even though the
disinterested directors constitute less than a quorum of the board or the
committee;

(b) The material facts
as to the relationship or interest and as to the contract or transaction are
disclosed or are known to the members entitled to vote on the contract or
transaction, and the contract or transaction is specifically approved at a
meeting of the members;

(c) The
contract or transaction is fair as to the association at the time it is
authorized or approved by the board, or a committee of the board, or the
members.

(2) Common or
interested directors may be counted in determining the presence of a quorum at
a meeting of the board, or of a committee that authorizes the contract or
transaction.

(B)
Divisions (A)(1) and (2) of this section do not limit or otherwise affect the
liability of directors under section
1729.25 of the Revised Code.

(C) For purposes of division (A)
of this section, a director is not an interested director solely because the
subject of a contract or transaction may involve or effect a change in control
of the association or continuation in office as a director of the association.

(1) Directors
who vote for or assent to any of the following are jointly and severally liable
to the association in accordance with division (B)(2) of this section:

(a) A distribution of assets to members,
stockholders, or patrons contrary to law, the association's articles of
incorporation, or bylaws;

(b) A
distribution of assets to persons other than creditors during the winding up of
the affairs of the association, on dissolution or otherwise, without the
payment of all known obligations of the association, or without making adequate
provision for the payment of the obligations;

(c) The making of loans, other than in the
usual conduct of the association's affairs or in accordance with the
association's articles or bylaws, to an officer, director, or member of the
association.

(a) In cases under division (B)(1)(a) of
this section, up to the amount of the distribution in excess of the amount that
could have been distributed without violation of law, the articles of
incorporation, or bylaws, but not in excess of the amount that would inure to
the benefit of the creditors of the association if it was insolvent at the time
of the distribution or there was reasonable ground to believe that by such vote
or assent it would be rendered insolvent, or to the benefit of the members or
stockholders other than members or stockholders of the class in respect of
which the distribution was made;

(b) In cases under division (B)(1)(b) of this section,
to the extent that the obligations, not otherwise barred by statute, are not
paid, or for the payment of which adequate provision has not been made;

(c) In cases under division
(B)(1)(c) of this section, for the amount of the loan with interest thereon at
the rate of six per cent per year until the amount has been paid.

(3) A director is not liable
under division (B)(1)(a) or (b) of this section, if in determining the amount
available for any such distribution, the director in good faith relied on a
financial statement of the association prepared by an officer or employee of
the association in charge of its accounts or by a certified public accountant
or firm of certified public accountants, or in good faith considered the assets
to be of their book value, or followed what the director believed to be sound
accounting and business practice.

(C) A director who is present at a meeting of the
board or a committee of the board at which action on any matter is authorized
or taken and who has not voted for or against such action shall be presumed to
have voted for the action unless the director dissents from the action during
the meeting and the dissent is noted in the minutes of the proceedings of the
meeting, or a written dissent is filed either during the meeting or within a
reasonable time after the adjournment of the meeting.

(D) A member, stockholder, or patron who receives any
distribution made contrary to law, the association's articles of incorporation,
or bylaws is liable to the association for the amount received that is in
excess of the amount that could have been distributed.

(E) A director against whom a claim is asserted under
or pursuant to this section and who is held liable on the claim is entitled to
contribution, on equitable principles, from other directors who also are
liable. In addition, any director against whom a claim is asserted under or
pursuant to this section, or who is held liable, has a right of contribution
from the member, stockholder, or patron who received any distribution made
contrary to law, the articles of incorporation, or bylaws, and such persons as
among themselves also are entitled to contribution in proportion to the amounts
received by them respectively.

(F) No action shall be brought by or on behalf of an
association, upon any cause of action arising under division (B)(1)(a) or (b)
of this section, at any time after two years from the day on which the
violation occurs; provided that no such action is barred by this division if it
is commenced prior to the effective date of this section.

(A) The
officers of an association shall consist of a president, a secretary, a
treasurer, and, if desired, a chairperson and one or more vice chairpersons of
the board, one or more vice-presidents, and other officers and assistant
officers as necessary. The officers shall be elected by the board. The
chairperson and any vice chairperson of the board shall be a director. Unless
the association's articles of incorporation or bylaws provide otherwise, none
of the other officers need be a director. Any two or more offices may be held
by the same person, but no officer shall execute, acknowledge, or verify any
instrument in more than one capacity if the instrument is required by law or by
the articles or bylaws to be executed, acknowledged, or verified by two or more
officers. Unless the articles or the bylaws provide otherwise, all officers
shall be elected annually.

(B)
All officers have the authority to perform, and shall perform, the duties as
the bylaws provide, or as the board may determine in accordance with the
bylaws.

If required by the association's bylaws, every officer,
employee, and agent handling funds, negotiable instruments, or other property
of or for an association shall execute and deliver adequate bonds for the
faithful performance of the officer's, employee's, or agent's duties and
obligations.

(A) Any
member of an association may bring charges against an officer or director of
the association by filing them in writing with the secretary of the
association, together with a petition, signed by twenty per cent of the
members, requesting the removal of the officer or director in question. The
removal shall be voted upon at the next regular or special meeting of the
members of the association and, by a vote of a majority of the members, the
association may remove the officer or director and fill the vacancy. The
director or officer against whom such charges are brought shall be informed in
writing of the charges previous to the meeting and shall have an opportunity at
the meeting to be heard in person or by counsel and to present witnesses, and
the persons bringing the charges against the director or officer shall have the
same opportunity.

(B) If the
bylaws provide for election of directors by the members in a district or other
grouping, then the petition for removal of a director must be signed by twenty
per cent of the members residing in the district or belonging to the group from
which the director was elected. The board shall then call a special meeting of
the members residing in that district or belonging to the group to consider and
vote upon the removal of the director; and at such meeting, by a vote of the
majority of the members of that district or belonging to the group, the
director in question shall be removed from office.

(A) An
association shall keep correct and complete books and records of account, and
shall also keep minutes of the proceedings of meetings of its members, board,
and delegates. The association shall keep at its principal office records of
the names and addresses of all members and stockholders with the amount of
ownership interests and stock held by each.

(B) At any reasonable time, any member, upon written
notice that states a proper purpose for an examination of books and records and
that is delivered or sent to the association at least one week in advance, may
examine those books and records pertinent to the purpose in the notice. The
board may deny a request of a member to examine the books and records if the
purpose is not proper because the purpose is not directly related to the
person's interest as a member and is contrary to the best interests of the
association.

(C) At any
reasonable time, a stockholder who is not a member, upon written notice that
states a proper purpose for an examination of books and records and that is
delivered or sent to the association at least one week in advance, may examine
those books and records that are pertinent to the purpose in the notice. The
board may deny a request of a stockholder to examine the books and records if
the purpose is not proper because the purpose is not directly related to the
person's interest as a stockholder and is contrary to the best interest of the
association.

(A) An
association may merge or consolidate with one or more associations under this
chapter. Before an association may merge or consolidate with any other
association, a written agreement of merger or consolidation shall be approved
by the board of each constituent association and by the members of each
constituent association. The agreement shall set forth the terms of the merger
or consolidation, including any provisions for amendment or abandonment of the
agreement. In the case of a consolidation, the agreement also shall contain the
articles of incorporation of the new association.

(1) If the
agreement of merger or consolidation provides that a holder of stock other than
membership stock or patronage stock in a constituent association will be
affected, all of the following apply:

(a)
Unless the board of the constituent association provides that division
(B)(1)(b) of this section applies, the affected stockholder shall be entitled
to cast one vote on the agreement regardless of the par or stated value, the
number of shares, or the number of affected classes of the stock held.

(b) The board of a constituent
association may provide that a stockholder otherwise entitled to vote under
division (B)(1)(a) of this section shall instead be entitled to payment of fair
cash value of the affected stock held by the stockholder in accordance with
section 1729.46 of the Revised Code.

(c) A member holding stock affected
by a proposed agreement of merger or consolidation may vote only as a member
and shall not be entitled to vote or demand fair cash value as an affected
stockholder.

(2) For
purposes of this section, a holder of stock is affected as to any class of
stock owned by the holder only if the agreement of merger or consolidation does
any of the following:

(a) Decreases the
dividends to which that class may be entitled or changes the method by which
the dividend rate on that class is fixed;

(b) Provides for additional restriction of
rights to transfer shares of that class;

(c) Gives to another existing or any new
class of stock or equity interest not previously entitled thereto any
preference, as to dividends or upon dissolution, that is higher than
preferences of that class;

(d)
Changes the par value of shares of that class or of any other class having the
same or higher preferences as to dividends or upon dissolution;

(e) Increases the number of authorized shares
of any other class having the same or higher preferences as to dividends or
upon dissolution beyond the aggregate authorizations for such classes in the
constituent associations;

(f)
Requires or permits an exchange of shares of any class with lower preferences
as to dividends or upon dissolution for shares of any other class with higher
preferences.

(C) The agreement is approved if both of the following
conditions are met with respect to each constituent association:

(1) Notice of the meeting to vote on the
agreement, the agreement, and a description of the method of voting have been
sent to all members, and to all affected stockholders entitled either to vote
on the agreement or to receive payment of fair cash value under division (B) of
this section;

(2) Sixty per cent of
the member votes cast approve the agreement, and a simple majority of the votes
cast by the affected stockholders entitled to vote under division (B) of this
section approve the agreement.

(D) Notwithstanding division (C) of this section, no
vote of the members or stockholders of a constituent association shall be
necessary to approve a merger of a wholly owned subsidiary association with and
into its parent cooperative or a merger or a consolidation of two or more
subsidiary associations that are wholly owned by a cooperative.

(E) After approval of an agreement under
this section, but before the merger or consolidation is effective, the
agreement may be amended in accordance with any provision for amendment set
forth in the agreement, provided that an amendment made subsequent to adoption
of the agreement by the members of any constituent association shall not do any
of the following:

(1) Change the membership
rights, or the amount or kind of stock, securities, cash, property, or other
rights to be received, exchanged, or converted in the merger or consolidation;

(2) Change the articles of
incorporation or bylaws of the surviving or new association as provided for in
the agreement;

(3) Change any
provision of the agreement with respect to the rights of members or the manner
of voting in the surviving or new association.

(F) After approval of an agreement under this section,
but before the merger or consolidation is effective, the merger or
consolidation may be abandoned in accordance with any provision for abandonment
set forth in the agreement.

(G)
The merger or consolidation shall take effect in accordance with sections
1729.37 and
1729.38 of the Revised Code.

(A) An
association may merge or consolidate with one or more entities, if such merger
or consolidation is permitted by the laws under which each constituent entity
exists and the association complies with this section.

(B) Each constituent association shall comply with
section 1729.35 of the Revised Code with
respect to form and approval of an agreement of merger or consolidation, and
each constituent entity shall comply with the applicable provisions of the laws
under which it exists, except that the agreement of merger or consolidation, by
whatever name designated, shall comply with divisions (C) and (D) of this
section.

(C) The agreement of
merger or consolidation shall set forth all of the following:

(1) The names of the states and the laws
under which each constituent entity exists;

(2) All statements and matters required to be
set forth in agreements of merger or consolidation by the laws under which any
constituent entity exists;

(3) A
statement that the surviving or new entity is to be an association, a foreign
association, a corporation other than a cooperative, or a limited liability
company;

(a) The
place where the principal office of the surviving or new entity is to be
located in the state in which the surviving or new entity is to exist;

(b) The consent by the surviving or
new entity that it may be sued and served with process in this state in any
proceeding for the enforcement of any obligation of any constituent association
or domestic entity;

(c) The consent
by the surviving or new entity that it shall be subject to the applicable
provisions of Chapter 1703. of the Revised Code, if it is a foreign corporation
or foreign association, or to sections
1705.53 to
1705.58 of the Revised Code, if it
is a foreign limited liability company;

(d) If it is desired that the surviving or
new entity exercise its corporate privileges in this state as a foreign entity.

(D) The
agreement also may set forth other provisions permitted by the laws of any
state in which any constituent entity exists.

(E) If the surviving or new entity is an association,
the merger or consolidation shall take effect in accordance with sections
1729.37 and
1729.38 of the Revised Code.

(F) If the surviving or new
entity is an entity other than an association, the merger or consolidation
shall take effect in accordance with the applicable provisions of the laws
under which it exists.

(A) Unless a
later date is specified in the agreement, a merger or consolidation under
sections 1729.35 and
1729.36 of the Revised Code is
effective when the certificate of merger or consolidation is filed in
accordance with section
1729.38 of the Revised Code. If,
after filing the certificate but before the merger or consolidation is
effective, the merger or consolidation is amended or abandoned, as provided in
divisions (E) and (F) of section
1729.35 of the Revised Code, an
authorized officer of each constituent association shall sign a certificate of
amendment or abandonment stating that the agreement of merger or consolidation
has been amended or abandoned and the date of such action, and shall file the
certificate in the same manner as the certificate of merger or consolidation.
Any certificate of amendment or abandonment shall be filed prior to the date
the merger or consolidation would otherwise be effective.

(B) In the case of a merger, the surviving association
or entity is the one designated in the agreement. In the case of a
consolidation, the new association or entity is the one designated in the
agreement. The separate existence of all constituent associations or entities
in the agreement, except the surviving or new association or entity, ceases
upon the effective date of the merger or consolidation.

(C) The surviving or new association or entity
possesses all the rights and all the property of each constituent association
or entity, and is responsible for all their obligations. Title to any property
is vested in the surviving or new association or entity with no reversion or
impairment of the property caused by the merger or consolidation. A merger or
consolidation shall not be considered an assignment. No right of any creditor
shall be impaired by the merger or consolidation without the creditor's
consent.

(D) If the surviving
organization is an association, the articles of incorporation are amended to
the extent provided in the agreement of merger.

(1) Upon adoption of an agreement of merger or
consolidation under section 1729.35 or 1729.36 of the Revised Code, a
certificate, signed by any authorized officer or representative of each
constituent association or entity, shall be filed with the secretary of state
on a form prescribed by the secretary of state that sets forth the following:

(a) The
name and form of each constituent association or entity and the state law under
which each constituent entity exists;

(b) A
statement that each constituent association or entity has adopted the agreement
of merger or consolidation, the manner of adoption, and that the agreement was
adopted in compliance with the laws applicable to each constituent association
or entity;

(c) The effective
date of the merger or consolidation, which date may be on or after the date of
filing of the certificate;

(d) In
the case of a merger, a statement that one or more specified constituent
associations or entities will be merged into a specified surviving association
or entity or, in the case of a consolidation, a statement that the constituent
associations or entities will be consolidated into a new association or
entity;

(e) The name and
address of the statutory agent upon whom any process, notice, or demand against
any constituent association or entity, or the surviving or new association or
entity, may be served.

(2) In
the case of a merger into an association or domestic entity, any amendments to
the articles of incorporation or the articles of organization
of the surviving association or entity shall be filed with the
certificate.

(3) In the case of a consolidation to form a new
domestic association or entity, the articles of incorporation or the articles
of organization of the new association or entity shall be filed with the
certificate.

(4) If the surviving or new entity is a foreign entity
that desires to transact business in this state as a foreign entity, the
certificate shall be accompanied by the information required for qualification
of a foreign entity in this state by Chapter 1703. of the Revised Code, in the
case of a foreign corporation or foreign cooperative, or by sections 1705.53
and 1705.54 of the Revised Code, in the case of a foreign limited liability
company.

(B) A copy of the certificate of merger or
consolidation, certified by the secretary of state, may be filed for record in
the office of the county recorder of any county in this state. For such
recording, the county recorder shall charge and
collect the same fee as in the case of deeds. The certified copy of the
certificate of merger or consolidation shall be recorded in the
official records of the county
recorder.

(C) For purposes of this section, "domestic entity"
means a corporation other than an association or a limited liability company
organized under the laws of this state.

(A) Any
association may divide itself into two or more associations. A written plan of
division shall be approved by the association's board. Such plan shall set
forth all the terms of the division and the proposed effect of the division on
all members and stockholders of the association. The plan also shall contain
the articles of incorporation and bylaws of each association resulting from the
division, which articles and bylaws shall conform to the requirements for
associations organized under this chapter.

(1) If the plan
of division provides that a holder of stock other than membership stock or
patronage stock will be affected, the following apply:

(a) Unless the board provides that division
(B)(1)(b) of this section applies, the affected stockholder shall be entitled
to cast one vote on the plan of division regardless of the par or stated value,
the number of shares, or the number of affected classes of the stock held.

(b) The board may provide that a
stockholder otherwise entitled to vote under division (B)(1)(a) of this section
shall instead be entitled to payment of fair cash value of the affected stock
held by the stockholder in accordance with section
1729.46 of the Revised Code.

(c) A member holding stock affected
by a proposed plan of division may vote only as a member and shall not be
entitled to vote or demand fair cash value as an affected stockholder.

(2) For purposes of
this section, a holder of stock is affected as to any class of stock owned by
the holder only if the plan of division does any of the following:

(a) Decreases the dividends to which that
class may be entitled or changes the method by which the dividend rate on that
class is fixed;

(b) Provides any
additional restriction on rights to transfer shares of that class;

(c) Gives to another existing or any new
class of stock or equity interest not previously entitled thereto any
preference, as to dividends or upon dissolution, that is higher than
preferences of that class in a resulting association;

(d) Changes the par value of shares of that
class or of any other class having the same or higher preferences as to
dividends or upon dissolution;

(e)
Increases the aggregate number of authorized shares of any other class having
the same or higher preferences as to dividends or upon dissolution in the
resulting associations beyond the authorization for such classes in the
original association;

(f) Requires
or permits an exchange of shares of any class with lower preferences as to
dividends or upon dissolution in the original association for shares of any
other class with higher preferences in a resulting association.

(C) The plan
of division is approved if both of the following conditions are met:

(1) Notice of the meeting to vote on the
plan, the plan of division, and a description of the method of voting have been
sent to all members and to all affected stockholders entitled either to vote on
the plan or to receive payment of fair cash value under division (B) of this
section;

(2) Sixty per cent of the
member votes cast approve the plan, and a simple majority of the votes cast by
the affected stockholders entitled to vote under division (B) of this section
approve the plan.

(D)
After approval of a plan of division under this section, but before the
division is effective, the plan may be amended or abandoned in accordance with
a provision for amendment or abandonment set forth in the plan, provided that
an amendment made subsequent to approval of the plan by the members shall not
do any of the following:

(1) Change the
membership rights, or the amount or kind of stock, securities, cash, property,
or other rights to be received, exchanged, or converted in the division;

(2) Change the articles of
incorporation or bylaws of the resulting associations as provided for in the
plan;

(3) Change any provision of
the plan with respect to the rights of members or the manner of voting in the
resulting associations.

(1) Upon
approval of a plan of division, a certificate, signed by any authorized officer
of the original association, shall be filed with the secretary of state on a
form prescribed by the secretary of state setting forth the following:

(a) The name of the original association and
the name of each resulting association;

(b) A statement that the original association
has adopted the plan of division, the manner of adoption, and that the plan was
adopted in compliance with this section;

(c) The effective date of the division, which
date may be on or after the date of filing of the certificate;

(d) A statement that the original association
will be divided into specified resulting associations;

(e) The name and address of the statutory
agent upon whom any process, notice, or demand against the original association
may be served, and the name and address of a statutory agent for each resulting
association upon whom process, notice, or demand against that resulting
association may be served.

(2) The articles of incorporation of each of the
resulting associations shall be filed with the certificate.

(A) A
domestic corporation that is not an association may convert itself into an
association by adopting an amendment to its articles of incorporation in which
it elects to become subject to this chapter, together with any changes in its
articles of incorporation and bylaws required by this chapter, and any other
desirable changes permitted by this chapter. The amendment shall be adopted,
filed, and recorded in the manner provided by the law under which the
corporation exists.

(B) An
association may convert itself to a domestic corporation that is not an
association by adopting an amendment to its articles of incorporation in which
it elects to become subject to any other chapter of Title XVII of the Revised
Code, if so permitted by such chapter, together with any changes in its
articles of incorporation and bylaws required by such chapter and any other
desirable changes permitted by such chapter. The amendment shall be adopted,
filed, and recorded under this chapter in the same manner as an amendment of
the articles of incorporation under sections
1729.08 and
1729.09 of the Revised Code.

An action to set aside a merger, consolidation, division, or
conversion of an association, on the ground that any section of the Revised
Code has not been complied with, shall be brought within ninety days after the
effective date of the merger, consolidation, division, or conversion, or such
action shall be forever barred.

(A) In order
to obtain payment of the fair cash value, a stockholder entitled to payment of
the fair cash value of stock under section
1729.09,
1729.35,
1729.36, or
1729.40 of the Revised Code shall
deliver a written demand for payment of the fair cash value of the stock to the
association no later than fifteen days after notice is sent to members and
stockholders in accordance with section
1729.09,
1729.35,
1729.36, or
1729.40 of the Revised Code, as
the case may be. The written demand shall state the name and address of the
stockholder, the number and class of the stock for which fair cash value is
demanded, and the amount claimed by the stockholder to be the fair cash value
of the stock. Delivery of written demand for payment of fair cash value of
stock in accordance with this section is sufficient if delivered to the
association or to the surviving or new association or entity resulting from the
merger, consolidation, division, or conversion, whether the demand is delivered
before, on, or after the effective date of the action. If written demand is not
timely delivered in conformity with this section, the stockholder's right to
payment of fair cash value with respect to the amendment to the articles of
incorporation, agreement of merger or consolidation, plan of division, or
conversion shall be barred.

(B)
If a timely demand is delivered in accordance with this section, fair cash
value of the stock shall be determined and paid to the stockholder in
accordance with the following procedures:

(1)
The association or the surviving, new, or resulting association or entity shall
send a written acknowledgment of receipt of the demand for fair cash value to
the address specified in the demand no later than fifteen days after receipt of
the demand. If the board of the association or the surviving, new, or resulting
association or entity believes that the demand has failed to comply with the
requirements of this section, the acknowledgment shall state any such defects.
The acknowledgment also shall state what the board believes to be the fair cash
value of the stock that is the subject of the demand. If the articles of
incorporation of the constituent or original association provide a value for
the stock upon redemption, the fair cash value of the stock presumptively shall
be the lesser of the redemption value or the fair market value of the stock
immediately prior to the merger, consolidation, division, or conversion.

(2) The stockholder shall not
transfer, encumber, pledge, or otherwise dispose of the stock that is the
subject of the demand for fair cash value, or any certificate representing the
stock, until the demand is finally resolved by agreement, withdrawal, or final
judicial determination as provided in section
1729.47 of the Revised Code.

(3) If the association's articles
of incorporation or bylaws provide a reasonable basis for determining and
paying the fair cash value of the stock that is the subject of the demand for
fair cash value, or if the association or the surviving, new, or resulting
association or entity and the demanding stockholder reach an agreement on the
fair cash value of the stock within three months after delivery of the demand
for fair cash value, the fair cash value of the stock shall be determined in
accordance with the constituent or original association's articles of
incorporation or bylaws or as agreed upon, as the case may be. The association
shall thereupon tender payment of the fair cash value so determined to the
stockholder within thirty days of delivery of any certificates representing the
stock or the stockholder's written waiver and release of claim to all rights to
the stock to the association or the surviving, new, or resulting association or
entity. Without precluding other possible reasonable bases for determining fair
cash value of stock under this section, a provision in the constituent or
original association's articles of incorporation or bylaws that fair cash value
shall be determined by final and binding arbitration or that fair cash value
shall be the lesser of par value, book value, or fair market value, shall be
considered a reasonable basis for determining and paying the fair cash value of
stock.

(C) The right of
a demanding stockholder to receive the fair cash value of stock as to which the
stockholder seeks relief and the obligation of the association or the
surviving, new, or resulting association or entity to furnish the fair cash
value for those interests terminate if any of the following applies:

(2) The
association abandons the amendment of articles, merger, consolidation,
division, or conversion or is finally enjoined or prevented from taking such
action.

(3) The demanding
stockholder withdraws the demand for fair cash value with consent of the
association.

(4) The demanding
stockholder attempts to sell, transfer, or encumber the stock which is the
subject of the demand prior to final determination of its fair cash value under
this section or section
1729.47 of the Revised Code.

(a) The articles of incorporation or bylaws
of the association do not provide a reasonable basis for determining and paying
fair cash value to an affected stockholder;

(b) The association and the affected
stockholder have not agreed upon the fair cash value of the stock which is the
subject of the demand;

(c) The
affected stockholder does not file a timely complaint under section
1729.47 of the Revised Code.

(D) The fair
cash value that is agreed upon by the affected stockholder and the association,
or determined using a reasonable basis for determining and paying fair cash
value in the association's articles of incorporation or bylaws, or fixed by a
court in a proceeding under section
1729.47 of the Revised Code, shall
be paid within thirty days as follows:

(A) If the
association's articles of incorporation or bylaws do not provide a reasonable
basis for determining and paying fair cash value of the stock that is the
subject of the demand for payment of fair cash value, and the affected
stockholder has not agreed upon a fair cash value of the stock that is the
subject of the demand within three months after delivery of the demand for
payment of fair cash value, the affected stockholder, within thirty days
thereafter, may file a complaint for recovery of fair cash value of the stock
from the association or the surviving, new, or resulting association or entity
in the court of common pleas of the county in which the principal place of
business of the association that issued the stock is or was located. However,
if the principal place of business of an association is not within this state,
then the complaint described in this division shall be filed in the court of
common pleas of the county in which the association's statutory agent resides.
Other affected stockholders who have made timely demand for payment of fair
cash value may join as plaintiffs in the proceeding, and any two or more
proceedings commenced by affected stockholders may be consolidated. The
complaint shall contain a brief statement of the relevant facts, including the
vote by members of the association, the facts entitling the stockholder to
relief under this section, and a demand for that relief. Notwithstanding the
Rules of Civil Procedure, no answer to a complaint filed under this section is
required.

(B) Upon filing the
complaint and upon motion of the complainant, the court shall fix a date for
hearing on the complaint and require service of a notice of the complaint and
the date for hearing on the defendant in the manner prescribed in the Rules of
Civil Procedure for service of process.

(C) On the date fixed for the hearing or any
adjournment thereof, the court shall determine from the complaint and any
evidence submitted at the hearing by the parties, whether the affected
stockholder is entitled to the fair cash value of stock that is the subject of
the demand and, if the stockholder is to be so paid, the number and class of
stock for which payment is to be made.

(D) If the court finds that the affected stockholder
is to be paid, it may appoint one or more persons as appraisers to receive
evidence as to the fair cash value. The appraisers shall have the power and
authority that the court specifies in the order of appointment, and the court
shall fix reasonable compensation for the appraisers. After receiving the
recommendation of any appointed appraiser, or if appraisers are not appointed,
the court shall make findings as to the fair cash value and render judgment for
the payment of that fair cash value and interest at the rate and from the date
the court considers equitable. The costs of the proceeding, including
compensation of the appointed appraisers as fixed by the court, shall be
assessed as the court considers equitable.

(E) The proceeding on the complaint for fair cash
value is a special proceeding, and final orders in it may be vacated, modified,
or reversed on appeal pursuant to the Rules of Appellate Procedure and, to the
extent not in conflict with those rules, Chapter 2505. of the Revised Code.

(A) As used
in this section, "substantially all" means more than two-thirds of the
association's assets, measured, in the board's discretion, either by value as
recorded in the books and records of the association or by fair market value.

(B) Unless the articles of
incorporation or the bylaws of an association otherwise provide, a lease, sale,
exchange, transfer, or other disposition of any assets of an association may be
made upon terms and for consideration which may consist, in whole or in part,
of money or other property, including shares or other securities or promissory
obligations of any association or entity, as may be authorized by the board. If
a lease, sale, exchange, transfer, or other disposition, or a series of such
transactions, would dispose of all or substantially all of the assets of the
association, then the disposition may be made only upon a written plan of
disposition prepared by the board or by a committee selected by the board for
that purpose, and adopted in the same manner as provided for the adoption of a
resolution of dissolution in section
1729.55 of the Revised Code. A
plan of disposition shall set forth a general description or summary of the
assets subject to disposition; the method of disposition; the intended
transferee of the assets, if known to the board ; and a general description of
any material effect the board believes the disposition will have on the
interests of the members and stockholders. Notice of a meeting of the members
at which a plan of disposition will be voted on shall be given to all members,
whether or not entitled to vote at the meeting. The notice shall be accompanied
by a copy or summary of the plan of disposition and a ballot for those members
entitled to vote on the plan.

(C)
The association, by its board, may abandon a plan of disposition, subject to
the contract rights of other persons, if the power of abandonment is conferred
upon the board either by the terms of the transaction or in the plan of
disposition.

(D) An action to set
aside a disposition of assets by an association, on the ground that any section
of the Revised Code applicable to the lease, sale, exchange, transfer, or other
disposition of all or substantially all the assets of the association has not
been complied with, shall be brought within ninety days after such transaction,
or the action is forever barred.

(2) Any additional
provision considered necessary with respect to the proposed dissolution and
winding up.

(C) Before
subscriptions for membership and any stock or other ownership interest have
been received, the incorporators or a majority of the incorporators may adopt,
by a writing signed by them, a resolution of dissolution.

(D) The directors may adopt a resolution of
dissolution in the following cases:

(1) When
the association has been adjudged bankrupt or has made a general assignment for
the benefit of creditors;

(2) By
leave of the court, when a receiver has been appointed in a general creditors'
suit or in any suit in which the affairs of the association are to be wound up;

(3) When substantially all of the
assets have been sold at judicial sale or otherwise;

(4) When the articles of incorporation have
been canceled for failure to file annual franchise or excise tax returns or for
failure to pay franchise or excise taxes and the association has not been
reinstated or does not desire to be reinstated;

(5) When the period of existence of the
association specified in its articles has expired.

(E) At a meeting held for such purpose, the
members may adopt a resolution of dissolution by the affirmative vote of sixty
per cent of the member votes cast on the proposal or, if the articles provide
or permit, by the affirmative vote of a greater or lesser proportion though not
less than a majority, of the voting power, of any particular class as is
required by the articles of incorporation. Notice of the meeting of the members
shall be given to all members and stockholders whether or not entitled to vote.

(F) Upon the adoption of a
resolution of dissolution, a certificate shall be filed with the secretary of
state, on a form prescribed by the secretary of state, stating all of the
following:

(2) A statement that a resolution
of dissolution has been adopted, its manner of adoption, and, in the case of
its adoption by the incorporators or directors, a statement of the basis for
such adoption;

(3) The place where
the association's principal place of business is located;

(4) The names and addresses of the
association's directors and officers, or if the resolution of dissolution is
adopted by the incorporators, the names and addresses of the incorporators;

(G) The certificate described in division (F) of this
section shall be signed as follows:

(1) When
the resolution of dissolution is adopted by the incorporators, the certificate
shall be signed by not less than a majority of the incorporators;

(2) When the resolution is adopted by the
directors or by the members, the certificate shall be signed by any authorized
officer. However, if no authorized officer executes and files the certificate
within thirty days after the adoption of the resolution or upon any date
specified in the resolution as the date upon which the certificate is to be
filed or upon the expiration of any period specified in the resolution as the
period within which the certificate is to be filed, whichever is latest, the
certificate of dissolution may be signed by any three members, or if there are
less than three members, by all of the members, and shall set forth a statement
that the persons signing the certificate are members and are filing the
certificate because of the failure of an authorized officer to do so.

(H) A certificate of
dissolution, filed with the secretary of state, shall be accompanied by all of
the following:

(1) An affidavit of one or
more of the persons executing the certificate of dissolution or of any
authorized officer of the association containing a statement of the counties,
if any, in this state in which the association has personal property or a
statement that the association is of a type required to pay personal property
taxes to state authorities only;

(2) A receipt, certificate, or other evidence
showing the payment of all franchise, sales, use, and highway use taxes
accruing up to the date of the filing or that payment adequately has been
guaranteed;

(3) A receipt,
certificate, or other evidence showing the payment of all personal property
taxes accruing up to the date of the filing;

(4) A receipt, certificate, or other evidence
from the director of job and family services showing that all contributions due
from the association as an employer have been paid, that payment adequately has
been guaranteed, or that the association is not subject to such contributions;

(5) A receipt, certificate, or
other evidence from the bureau of workers' compensation showing that all
premiums due from the association as an employer have been paid, that payment
adequately has been guaranteed, or that the association is not subject to such
premium payments;

(6) In lieu of
the receipt, certificate, or other evidence described in division (H)(2), (3),
(4), or (5) of this section, an affidavit of one or more persons executing the
certificate of dissolution or of any authorized officer of the association
containing a statement of the date upon which the particular department,
agency, or authority was advised in writing of the scheduled date of filing of
the certificate of dissolution and was advised in writing of the acknowledgment
by the association of the applicability of section
1729.25 of the Revised Code.

(I) Upon the filing of
a certificate of dissolution and the accompanying documents required by
division (H) of this section, the association shall be dissolved.

Following the filing of the certificate of dissolution, the
directors, members, or incorporators who filed the certificate, as the case may
be, shall cause a notice of voluntary dissolution to be published once a week
on the same day of each week for two successive weeks, in a newspaper published
and of general circulation in the county in which the principal place of
business of the association was to be or is located and shall cause written
notice of dissolution to be given to all known creditors of, and to all known
claimants against, the dissolved association.

(A) When an
association is dissolved voluntarily, when the articles of incorporation of an
association have been canceled, when a final order of a court of common pleas
is made dissolving an association under section
1729.59 of the Revised Code, or
when the period of existence of the association specified in its articles of
incorporation has expired, the association shall cease to carry on business and
shall do only such acts as are required to wind up its affairs or to obtain
reinstatement of the articles in accordance with section
1729.11 of the Revised Code.

(B) Any claim existing or action
or proceeding pending by or against the association or which would have accrued
against it may be prosecuted to judgment, with right of appeal as in other
cases, but any proceeding, execution, or process, or the satisfaction or
performance of any order, judgment, or decree, may be stayed as provided in
section 1729.59 of the Revised Code.

(C) Any process, notice, or
demand against the association may be served by delivering a copy to an
officer, director, liquidator, or person having charge of its assets or, if no
such person can be found, to the statutory agent.

(D) The directors of the association or their
successors shall act as the board of directors in accordance with the articles
of incorporation and bylaws until the affairs of the association are completely
wound up. Subject to the orders of courts of this state having jurisdiction
over the association, the directors shall proceed as speedily as is practicable
to a complete winding up of the affairs of the association and, to the extent
necessary or expedient to that end, shall exercise all the authority of the
association. Without limiting the generality of such authority, the directors
may fill vacancies; elect officers; carry out contracts of the association;
make new contracts; borrow money; mortgage or pledge the property of the
association as security; sell its assets at public or private sale; make
conveyances in the association's name; lease real estate for any term,
including ninety-nine years renewable forever; settle or compromise claims in
favor of or against the association; appoint or employ one or more persons as
liquidators to wind up the affairs of the association with authority as the
directors see fit to grant; cause the title to any of the assets of the
association to be conveyed to such liquidators for that purpose; apply assets
to the payment of obligations; and, after paying or adequately providing for
the payment of all known obligations of the association, distribute the
remainder of the assets either in cash or in kind among the members, patrons,
and stockholders according to their respective rights and interests. In
addition, the directors may perform all other acts necessary or expedient to
the winding up of the affairs of the association.

(E) The directors, or any liquidator to whom the
directors grant such authority, in the course of winding up the association's
affairs, shall apply the assets of the association in the following order:

(2) To all
legally enforceable liabilities and obligations of the association due
claimants and creditors;

(3) To the
stockholders, members, and patrons of the association as provided in the
association's articles of incorporation or bylaws.

(F) Without limiting the authority of the
directors, any action within the purview of this section that is authorized or
approved at a meeting of the members by sixty per cent of the member votes cast
thereon shall be conclusive for all purposes upon all members, patrons, and
stockholders of the association.

(G) All deeds and other instruments of the association
shall be in the name of the association and shall be executed, acknowledged,
and delivered by the officers appointed by the directors.

(H) At any time during the winding up of its affairs,
the association by its directors may make application to the court of common
pleas of the county in this state in which the principal place of business of
the association is located to have the winding up continued under supervision
of the court, as provided in section
1729.59 of the Revised Code.
However, if the association has no principal place of business in this state,
the application described in this division may be made to a court of common
pleas in the county in this state where the statutory agent resides.

(A) Without
limiting the generality of its authority and subject to division (B) of this
section, the court of common pleas of the county in this state in which is
located the principal place of business of a voluntarily dissolved association
or of an association whose articles have been canceled or whose period of
existence has expired, upon the complaint of the association, or a majority of
the directors, or ten per cent of the members or twenty members, whichever is
less, and upon such notice to all the directors and other persons interested as
the court considers proper, at any time may order and adjudge any of the
following matters:

(1) The presentation and
proof of all claims and demands against the association and of all rights,
interests, or liens in or on any of its property; the fixing of the time and
the manner in which such proof shall be made and the person to whom
presentation shall be made; and the barring from participation in any
distribution of assets of all persons failing to make and present proofs as
required by the order of the court;

(2) The stay of the prosecution of any
proceeding against the association or involving any of its property; the
requirement that the parties to the proceeding present and prove their claims,
demands, rights, interests, or liens at the time and in the manner required of
creditors or others; or the grant of leave to bring or maintain an independent
proceeding to enforce liens;

(3)
The settlement or determination of all claims of every nature against the
association or any of its property; the determination of the assets required to
be retained to pay or provide for the payment of such claims or any claim; the
determination of the assets available for distribution among and rights of
members, patrons, and stockholders; and the making of new parties to the
proceeding so far as the court considers proper for the determination of all
matters;

(4) The presentation and
filing of intermediate and final accounts of the directors or of the
liquidators and hearings on them; the allowance, disallowance, or settlement of
the accounts; and the discharge of the directors, the liquidators, or any of
them from their duties and liabilities;

(5) The appointment of a special master
commissioner to hear and determine any matters with authority as the court
considers proper;

(6) The filling
of any vacancies in the number of directors or liquidators when the directors
are unable to act on the vacancies for want of a quorum or for any other
reason;

(7) The appointment of a
receiver, in accordance with the usage of a court in equitable matters, to wind
up the affairs of the association, to take custody of any of its property, or
for any other purpose;

(8) The
issuance or entry of any injunction or any other order that the court considers
proper in the administration of the trust involved in the winding up of the
affairs of the association and the giving of notice of the entry of injunction
or order;

(9) The allowance and
payment of compensation to the directors or any of them, to liquidators, to a
receiver, to the attorney for the complainant, or to any person properly
rendering services beneficial to the association or to those interested in it;

(10) The entry of a judgment or
decree that, if it so provides, may operate as the deed or other instrument
ordered to be executed, or the appointment of a master to execute such deed or
instrument in the name of the association with the same effect as if executed
by an authorized officer pursuant to authority conferred by the directors or
the members, patrons, and stockholders of the association, whenever there is no
officer or agent competent to execute such deed or instrument, whenever the
association or its officers do not perform or comply with a judgment or decree
of court, or whenever the court considers it proper.

(B) If the association has no principal
place of business in this state, without limiting the generality of its
authority, the court of common pleas in the county in this state where the
statutory agent resides may order and adjudge the matters described in division
(A) of this section.

(C) A
judicial proceeding under this section concerning the winding up of the affairs
of an association is a special proceeding, and final orders in the proceeding
may be vacated, modified, or reversed on appeal pursuant to the Rules of
Appellate Procedure and, to the extent not in conflict with those rules,
Chapter 2505. of the Revised Code.

(A) Whenever,
after an association is dissolved voluntarily, the articles of an association
have been canceled, or the period of existence of an association has expired, a
receiver is appointed to wind up the affairs of the association, all the
claims, demands, rights, interests, or liens of creditors, claimants, members,
patrons, and stockholders shall be determined as of the day on which the
receiver was appointed. Unless it is otherwise ordered, such appointment vests
in the receiver and successors of the receiver the right to the immediate
possession of all the property of the association, which shall, if so ordered,
execute and deliver conveyances of such property to the receiver.

(B) Any officer, director, member, or other
person, whether a resident of the state or a nonresident and however
interested, may be appointed as receiver.

(C) The receiver shall have all the authority vested
in the directors and officers of the association, shall exercise such authority
subject to such orders as are made by the court, and may be required to qualify
by giving bond to the state in such amount as the court fixes, with surety to
the satisfaction of the clerk of the court, conditioned for the faithful
discharge of duties and for a due accounting for all money or property
received.

(A) An
association may be dissolved judicially and its affairs wound up by an order of
the court of common pleas of the county in this state in which the association
has its principal place of business, in an action brought by the members having
sixty per cent of the voting power of the association on such proposal, or the
holders of a lesser proportion as are entitled by the articles of incorporation
to dissolve the association voluntarily, when it is established that it is
beneficial to the members, patrons, and stockholders that the association be
judicially dissolved. However, if the association has no principal place of
business in this state, the court of common pleas in the county in this state
where the statutory agent resides may dissolve and wind up the affairs of an
association in accordance with this division.

(B) A complaint for judicial dissolution shall be
verified by any of the complainants and shall set forth facts showing that the
case is as specified in this section. Unless the complainants set forth in the
complaint that they are unable to annex a list of members, patrons, or
stockholders, a schedule shall be annexed to the complaint setting forth the
name and address of each member, patron, and stockholder, if it is known, or
the fact that it is not known.

(C) Upon the filing of a complaint for judicial
dissolution, the court with which it is filed shall have power to issue
injunctions; to appoint a receiver with such authority and duties as the court
from time to time may direct; to take other proceedings as may be necessary to
protect the property or the rights of the members, patrons, and stockholders;
and to carry on the business of the association until a full hearing can be
conducted. Upon or after the filing of a complaint for judicial dissolution,
the court, by injunction or order, may stay the prosecution of any proceeding
against the association or involving any of its property and require the
parties to the proceeding to present and prove their claims, demands, rights,
interests, or liens, at the time and in the manner required of creditors or
others. The court may refer the complaint to a special master commissioner.

(D) After a hearing upon such
notice as the court directs to be given to all parties to the proceeding and to
any other parties in interest designated by the court, a final order based
either upon the evidence, or upon the report of the special master commissioner
if one has been appointed, shall be made dissolving the association or
dismissing the complaint. An order or judgment for the judicial dissolution of
an association shall contain a concise statement of the proceedings leading up
to the order or judgment, the name of the association, the place where its
principal place of business is located, the names and addresses of its
directors and officers, the name and address of a statutory agent, and, if
desired, other provisions with respect to the judicial dissolution and winding
up as are considered necessary or desirable. A certified copy of the order
shall be filed in the office of the secretary of state, whereupon the
association shall be dissolved. To the extent consistent with orders entered in
such proceeding, the effect of judicial dissolution shall be the same as in the
case of voluntary dissolution, and the provisions of sections
1729.58,
1729.59, and
1729.60 of the Revised Code
relating to the authority and duties of directors during the winding up of the
affairs of an association dissolved voluntarily, with respect to the
jurisdiction of courts over the winding up of the affairs of an association,
and with respect to receivers for winding up the affairs of an association,
shall be applicable to associations judicially dissolved.

(E) A proceeding under this section for judicial
dissolution of an association is a special proceeding, and final orders in it
may be vacated, modified, or reversed on appeal pursuant to the Rules of
Appellate Procedure and, to the extent not in conflict with those rules,
Chapter 2505. of the Revised Code.

(A) A
cooperative and any member may make marketing agreements, whether written
separately or contained in the bylaws, in which the member agrees to do any of
the following:

(1) Sell, market, or deliver
all or any specified part of products produced or to be produced either by the
member or under the member's control, to or through the cooperative or any
facilities furnished by it;

(2)
Authorize the cooperative or any facilities furnished by it to act for the
member in any manner with respect to all or any specified part of products
produced or to be produced either by the member or under the member's control
and any services to be furnished by the member;

(3) Buy or procure all or a specified part of
goods or services from or through the cooperative or any facilities furnished
by it;

(4) Authorize the
cooperative or any facilities furnished by it to act for the member in any
manner in the procurement of goods or services for the member.

(C) A marketing agreement authorized by division (A)
of this section may require that liquidated damages be paid by the member in
the event of a breach of the marketing agreement. Liquidated damages shall be
specific, reasonable sums. Any provisions for liquidated damages shall be
enforceable and not regarded as penalties.

(D) If a member breaches or threatens to breach a
marketing agreement authorized by this section, the cooperative shall be
entitled to an injunction to prevent the breach or any further breach, and to a
decree of specific performance. Upon filing of a verified complaint showing the
breach or threatened breach, and upon filing a sufficient bond, the cooperative
is entitled to a temporary restraining order against the member.

(E) If any marketing agreement authorized by
division (A)(1) or (2) of this section contains an assignment to the
cooperative of any part or all of the funds due or to become due the member
during the life of the marketing agreement for any product produced or to be
produced by the member or for any services performed or to be performed in
producing any product, any person who accepts or receives the product from the
member is bound by the assignment after receiving written notice from the
cooperative or the member of the amount and duration of the assignment.
However, as to any seasonal crop, if no funds are paid or become payable by any
person under such an assignment for a period of two consecutive years during
the life of the marketing agreement, thereafter the assignment shall not be
binding upon any person who receives or accepts such product from the member
until the assignment is reaffirmed by the member in writing and written notice
is given by the cooperative or the member. Any such reaffirmation shall
continue to be effective during the life of the marketing agreement until
another such lapse of two consecutive years occurs.

(A) No
processor, handler, distributor, or dealer, or agent thereof, who purchases or
contracts to purchase any product from a person who produced the product, or
procures for, sells, or otherwise furnishes inputs, services, or supplies to a
person shall do either of the following:

(1)
Use duress against, coerce, or boycott the person in the exercise of the
person's rights to join and belong to a cooperative;

(2) Discriminate against the person with
respect to price, quantity, or quality, or other terms of purchase or sale of
products or produce, services, or supplies, solely by reason of the person's
membership in or marketing agreement with a cooperative.

(B) A member or cooperative on behalf of its
member or members may bring an action to enjoin any violation of this section,
and, upon filing a sufficient bond, a cooperative is entitled to a temporary
restraining order against anyone who violates or threatens to violate this
section as set forth in the complaint in the court of common pleas of the
county in which the violation occurred. Actions against different defendants
may be consolidated, in the discretion of the court, if the alleged violations
are of the same provision, have occurred in the same or adjoining counties,
relate to the same product, service, or supply, and the consolidation can be
made without prejudice to a substantial right of any defendant.

(C) Any person who solicits or persuades or
permits or aids or abets, induces, or attempts to induce, any member or other
person to breach a marketing agreement with a cooperative, by accepting or
receiving from the member or other person, products for sale, marketing,
manufacturing, or processing for sale, contrary to the terms of any marketing
agreement of which the interfering person has knowledge or notice, is liable to
the cooperative for damages caused by such interference, and the cooperative is
entitled to an injunction against the interfering person to prevent further
breaches and a multiplicity of actions.

(D) Any person that violates or threatens to violate
this section shall pay to the cooperative the cooperative's reasonable
attorney's fees and other costs incurred by the cooperative in any litigation
or proceeding at law or in equity to enforce or defend the cooperative's rights
and interests that are protected under this section.

(A) No
handler shall commit an unfair marketing practice, as defined in division (B)
of this section, whenever a marketing cooperative has been authorized by its
members to bargain on behalf of its members for sales contracts with the
handler and any of the following conditions exist:

(1) Members of the marketing cooperative are
obligated to produce and deliver agricultural products or produce under sales
contracts negotiated by the marketing cooperative.

(2) Members of the marketing cooperative
represent, on the yearly average calculated over the immediate two preceding
calendar years, at least fifty-one per cent of the producers who delivered
agricultural products or produce to the specified facility of the handler under
sales contracts.

(3) Members of the
marketing cooperative delivered, under sales contracts, on the yearly average
calculated over the immediate two preceding calendar years, at least fifty per
cent of the total amount of agricultural products delivered to the specified
facility of the handler under sales contracts.

(4) The marketing cooperative, if requested
by the handler, presents to the handler copies of the agreements with its
members authorizing the marketing cooperative to bargain on behalf of its
members for sales contracts for the agricultural products that are the subject
of the sales contract under negotiation.

(B) For purposes of this section, it is an unfair
marketing practice if either of the following applies:

(1) If the handler or the marketing
cooperative that is bargaining fails to bargain in good faith in negotiating
sales contracts for agricultural products to be delivered to a facility of the
handler;

(2) If a handler enters
into a sales contract directly with a producer, pertaining to agricultural
products to be delivered to the same facility, with the intent to cause the
marketing cooperative to fail to meet the conditions set forth in divisions
(A)(2) and (3) of this section.

(A) An
agricultural cooperative is not a conspiracy, a combination in restraint of
trade, an illegal monopoly, or an attempt to lessen competition or to fix
prices arbitrarily; and the marketing agreements between such an agricultural
cooperative and its members, or any other marketing agreements or sales
contracts authorized or described in sections
1729.67 to 1729.70 of the Revised
Code, are not illegal as such, in unlawful restraint of trade, or part of a
conspiracy or combination to accomplish an improper or illegal purpose.

(B) An agricultural cooperative,
upon resolution of its board, may enter into marketing agreements and other
arrangements with any other agricultural cooperative. Any two or more
agricultural cooperatives may, by agreement between them, unite in employing or
separately employ the same personnel, methods, means, and agencies for carrying
on their respective businesses. Agricultural cooperatives, acting singly or
collectively, may meet in conference with two or more purchasers of their
products who are acting collectively, and may at the conference fix by
agreement the prices to be paid by the purchasers to the agricultural
cooperative for the products. Such concerted action by the purchasers is not a
contract in restraint of trade.

Any foreign association may carry on any proper activities in
this state upon compliance with the general regulations applicable to foreign
corporations desiring to do business in this state. All contracts that could be
made by any association incorporated under this chapter and that are made by or
with such foreign associations, shall be enforceable in this state with all of
the remedies set forth in this chapter.

Any exemptions under any law applying to agricultural products
in the possession or under the control of the individual producer also shall
apply to such products delivered by its producer members, as long as such
products are in the possession or under the control of an agricultural
cooperative.

(A) Whoever
violates section
1729.04 of the Revised Code shall
be fined not less than five hundred nor more than twenty-five hundred dollars
for each offense.

(B) Whoever
violates division (A) of section
1729.68 or commits an unfair
marketing practice as defined in section
1729.69 of the Revised Code shall
be fined not less than five hundred nor more than five thousand dollars for
each offense.